Attached files
| file | filename |
|---|---|
| S-1 - REGISTRATION STATEMENT - Silo Pharma, Inc. | fs12011_goldswap.htm |
| EX-3.1 - CERTIFICATE OF INCORPORATION - Silo Pharma, Inc. | fs12011ex3i_goldswap.htm |
| EX-4.1 - FORM OF STOCK CERTIFICATE - Silo Pharma, Inc. | fs12011ex4i_goldswap.htm |
| EX-23.1 - CONSENT OF BERMAN & COMPANY, P.A. - Silo Pharma, Inc. | fs12011ex23i_goldswap.htm |
| EX-3.2 - AMENDMENT TO CERTIFICATE OF INCORPORATION - Silo Pharma, Inc. | fs12011ex3ii_goldswap.htm |
| EX-3.3 - BY-LAWS - Silo Pharma, Inc. | fs12011ex3iii_goldswap.htm |
| EX-10.1 - FORM OF REGULATION D SUBSCRIPTION AGREEMENT - Silo Pharma, Inc. | fs12011ex10i_goldswap.htm |
Exhibit 5.1
David Lubin & Associates, PLLC
10 Union Avenue, Suite 5
Lynbrook, NY 11563
Telephone: (516) 887-8200
Facsimile: 516-887-8250
david@dlubinassociates.com
March 29, 2011
Gold Swap Inc
72 Pond Road
Woodbury, New York 11797
Re: Registration Statement on Form S-1
Gentlemen:
We have acted as counsel to Gold Swap Inc. (the "Company") in connection with its filing with the Securities and Exchange Commission of a Registration Statement on Form S-1 (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the proposed resale of up to 131,200 shares of outstanding common stock (the “Shares”) held by selling security holders.
In connection therewith, we have examined and relied, upon original, certified, conformed, photostat or other copies of (a) the Certificate of Incorporation and Bylaws of the Company; (b) resolutions of the Board of Directors of the Company; (c) the Registration Statement and the exhibits thereto; and (d) such corporate records of the Company, certificates of public officials, certificates of officers of the Company and other documents, agreements and instruments as we have deemed necessary as to matters of fact and have made such examination of laws as we have deemed relevant as a basis for the opinions herein contained. In all such examinations, we have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies.
Based on our examination mentioned above, we are of the opinion that the Shares are duly authorized, legally and validly issued, fully paid and non-assessable.
We are attorneys admitted to practice in New York. This opinion letter is opining upon and is limited to the federal securities laws of the United States and New York law. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.
|
|
Sincerely,
/s/ David Lubin & Associates, PLLC
DAVID LUBIN & ASSOCIATES, PLLC
|